Reseller Agreement (Malaysia)
RESELLER AGREEMENT
Contracts Act 1950 | Competition Act 2010 | Trademarks Act 2019 | Copyright Act 1987
THIS RESELLER AGREEMENT ("Agreement") is entered into on [Agreement Date]
BETWEEN:
(1) [Principal Name], of [Principal Address] (hereinafter referred to as the "Principal"); AND
(2) [Reseller Name], of [Reseller Address] (hereinafter referred to as the "Reseller").
1. APPOINTMENT
1.1 The Principal hereby appoints the Reseller, and the Reseller hereby accepts the appointment, as an authorised reseller of the following products (the "Appointed Products"): [Appointed Products].
1.2 The appointment is for the following territory (the "Territory"): [Territory].
1.3 Exclusivity: [Exclusivity].
1.4 Minimum sales target: [Minimum Sales Target]. The Reseller shall provide the Principal with quarterly sales reports within 14 days of the end of each quarter.
1.5 The Reseller shall: (a) actively promote and market the Appointed Products in the Territory at its own cost; (b) maintain trained sales and support staff knowledgeable in the Appointed Products; (c) not hold itself out as having any authority to bind the Principal or to make any warranty or representation on behalf of the Principal beyond the Principal's published specifications.
2. COMMERCIAL TERMS
2.1 Pricing: [Pricing Structure]. The Principal reserves the right to update its recommended retail price list on 30 days' written notice to the Reseller.
2.2 The Reseller shall purchase the Appointed Products from the Principal by issuing purchase orders in accordance with the Principal's then-current ordering procedures. Payment shall be due 30 days from the Principal's invoice date unless otherwise agreed in writing.
2.3 The Reseller purchases the Appointed Products as principal for its own account and resells them to end customers in its own name and at its own risk. The Principal is not a party to any agreement between the Reseller and end customers.
3. INTELLECTUAL PROPERTY
3.1 Intellectual property licence: [IP Licence]. All goodwill generated through the Reseller's use of the Principal's trademarks accrues to the benefit of the Principal.
3.2 The Reseller acknowledges that all intellectual property rights in the Appointed Products, including patents, trademarks registered under the Trademarks Act 2019, copyrights under the Copyright Act 1987, and trade secrets, belong exclusively to the Principal or its licensors. No title to any intellectual property passes to the Reseller under this Agreement.
3.3 The Reseller shall not register any domain name, social media handle, or trademark that incorporates any of the Principal's trademarks or trade names, whether in Malaysia or elsewhere.
4. TERM, TERMINATION AND GOVERNING LAW
4.1 This Agreement commences on [Agreement Date] and continues for [Agreement Term], unless earlier terminated.
4.2 Either Party may terminate this Agreement for convenience by giving 30 days' written notice. Either Party may terminate immediately upon written notice if the other Party commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent or is wound up.
4.3 Upon termination: (a) the Reseller shall immediately cease using the Principal's trademarks and remove all references to its authorised reseller status; (b) all outstanding orders shall be settled; (c) the Reseller shall return all marketing materials, product samples, and confidential information of the Principal.
4.4 This Agreement is governed by the laws of Malaysia. Any dispute shall be referred to the High Court of Malaya or to arbitration under the Arbitration Act 2005 at the Asian International Arbitration Centre (AIAC).
Principal
________________
Signature
Reseller
________________
Signature
What Is a Reseller Agreement (Malaysia)?
A Reseller Agreement in Malaysia fixes the respective duties and entitlements of the parties to the arrangement.
Reseller Agreements are the contractual foundation of multi-tier distribution networks in Malaysia, widely used across the technology, software, consumer electronics, fast-moving consumer goods (FMCG), pharmaceutical, and industrial equipment sectors. They are distinct from Distributorship Agreements in that distributors typically hold stock and have broader market development responsibilities, while resellers in the technology and software sectors often focus on value-added resale — bundling the supplier's products with complementary services, customisation, or support.
For software and technology products, a Reseller Agreement must address the intellectual property licence to the reseller — distinguishing between the reseller's right to market and sell licences to the Principal's software (which the reseller does not own), and the end user's right to use the software under the terms of the Principal's end user licence agreement (EULA). The Copyright Act 1987 (Act 332) protects software as a literary work, and any resale arrangement must be structured to confirm that the reseller is not infringing the supplier's copyright. In the software resale context, the reseller acts as an intermediary selling licence subscriptions — the reseller does not acquire ownership of the software itself.
The Competition Act 2010 (Act 712) administered by the Malaysia Competition Commission (MyCC) prohibits anti-competitive agreements under Section 4, including horizontal price-fixing and market allocation between competitors. Reseller Agreements must be carefully structured to avoid anti-competitive provisions — for example, a supplier imposing fixed resale prices (resale price maintenance) may constitute a breach of Section 4. However, the Competition Act 2010 permits suppliers to recommend resale prices, and to impose maximum resale prices, provided these do not amount to a prohibition on discounting. Exclusive territorial appointments are generally permissible where they do not appreciably prevent, restrict, or distort competition in Malaysia.
For pharmaceutical product resale, the Sale of Drugs Act 1952 and the Poison Act 1952 impose restrictions on who may sell scheduled drugs and poisons, and require the reseller to be a licensed dealer. A Reseller Agreement for pharmaceutical products must confirm the reseller's licence status and compliance with the Ministry of Health's drug distribution requirements.
The legal framework governing the Reseller Agreement (Malaysia) in Malaysia draws on several key statutes and regulatory bodies. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Parties executing a Reseller Agreement (Malaysia) in Malaysia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2016 (Act 777) sets the foundational requirements.
When Do You Need a Reseller Agreement (Malaysia)?
A Reseller Agreement is required in Malaysia whenever a supplier wishes to appoint a third party to resell its products to end customers on a structured, contractual basis.
A Reseller Agreement is needed when a technology company — a software vendor, cloud services provider, or hardware manufacturer — wishes to build a reseller channel in Malaysia, appointing IT companies, system integrators, or managed service providers as authorised resellers to sell its products to business customers. The agreement formalises the reseller's authorisation, margin structure, and certification requirements.
A Reseller Agreement is required when a foreign brand or product owner wishes to appoint a Malaysian company as its authorised reseller to sell its products in Malaysia — without appointing a full distributor, and where the Malaysian entity will purchase products from the foreign supplier for resale in the Malaysian market.
A Reseller Agreement is needed when a principal wishes to establish a tiered reseller programme — for example, Gold, Silver, and Authorised tiers — with different margin structures, minimum sales targets, and support levels at each tier. The Reseller Agreement documents the applicable tier and tier requirements.
A Reseller Agreement is required when an e-commerce platform or marketplace operator wishes to appoint authorised resellers to sell its products through third-party online channels — controlling the reseller's use of the brand, product images, pricing, and customer service standards in the online channel.
A Reseller Agreement is needed when a company acquires the rights to resell another company's products as part of a partnership or channel arrangement, where each party's rights, obligations, and revenue share need to be clearly documented.
Parties in Malaysia should prepare a Reseller Agreement (Malaysia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Reseller Agreement (Malaysia)
A Reseller Agreement for Malaysia must contain the following essential elements.
Parties: Full legal names, SSM registration numbers, and addresses of the Principal (supplier/vendor) and the Reseller (authorised reseller). For pharmaceutical or regulated product resale, confirm the Reseller's applicable licence number.
Appointed Products: A clear description of the products the Reseller is authorised to sell — whether all of the Principal's product range or specified products only, identified by product name, SKU, or model number.
Territory: The geographic area within which the Reseller is authorised to sell the products — Malaysia-wide, a specific region (e.g. East Malaysia only), or specific customer segments. Whether the territory is exclusive (only the Reseller may sell in that territory) or non-exclusive (other resellers may also sell in the same territory).
Pricing and Margins: The Reseller's purchase price from the Principal (typically expressed as a percentage discount off the recommended retail price or list price), and the Principal's recommended resale price (RRP) to end customers. Under the Competition Act 2010, the Principal may recommend but not fix resale prices.
Minimum Sales Targets: The minimum annual or quarterly revenue or unit sales the Reseller commits to achieving to maintain its authorised reseller status. Failure to meet targets may result in loss of exclusivity or termination.
Intellectual Property Licence: The Principal's grant to the Reseller of a limited, non-exclusive licence to use the Principal's trademarks, logos, and product descriptions solely for the purpose of marketing and selling the products within the territory. The Reseller acknowledges that all IP rights remain with the Principal.
Marketing and Co-op Funding: Any marketing development funds (MDF) or co-operative marketing funds available to the Reseller, the conditions for accessing such funds, and the Principal's approval rights over marketing materials.
Reporting and Auditing: The Reseller's obligation to provide regular sales reports, end-customer data, and pipeline reports, and the Principal's right to audit the Reseller's sales records.
Term and Termination: The initial appointment period, renewal provisions, and the right to terminate for failure to meet minimum targets, breach of the agreement, or insolvency. Post-termination obligations — the Reseller's obligation to cease using the Principal's trademarks, return marketing materials, and cease representing itself as an authorised reseller.
Governing Law: Malaysian law, with disputes resolved by the High Court of Malaya or arbitration at the Asian International Arbitration Centre (AIAC) under the Arbitration Act 2005.
Additional compliance elements for a Reseller Agreement (Malaysia) used in Malaysia include: Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Forms-legal.com provides this template as a starting point for Malaysia-compliant documentation.
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Forms Legal. (2026). Reseller Agreement (Malaysia) (Malaysia) [Legal document template]. Forms Legal. https://forms-legal.com/malaysia/business/contracts/reseller-agreement-malaysia
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title = {Reseller Agreement (Malaysia) (Malaysia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/malaysia/business/contracts/reseller-agreement-malaysia}},
note = {Free legal document template. Based on Companies Act 2016 (Act 777)}
}Also available for these jurisdictions:
Frequently Asked Questions
In Malaysian commercial practice, the terms reseller and distributor are sometimes used interchangeably, but they generally refer to different roles in the supply chain. A distributor typically purchases products from the supplier in large volumes, holds stock in its own warehouse, actively markets and promotes the products in the territory, and appoints sub-distributors or dealers to reach end customers. Distributors often have broader market development obligations, dedicated sales teams, and carry-in inventory risk. A reseller, particularly in the technology and software sectors, may not hold physical stock — instead operating as an authorised channel partner who processes orders from end customers and purchases product from the supplier or distributor to fulfil each order. In the cloud and SaaS software resale market, resellers sell software licences and subscriptions on behalf of the vendor without holding physical inventory. The legal distinction matters for stock risk, VAT obligations, import licensing, and competition law compliance.
No. Under Section 4 of the Competition Act 2010 (Act 712) administered by the Malaysia Competition Commission (MyCC), resale price maintenance — an agreement between a supplier and a reseller that fixes or establishes a minimum resale price — is a form of vertical restraint that may infringe the prohibition on anti-competitive agreements if it has the object or effect of preventing, restricting, or distorting competition in Malaysia. However, the Competition Act 2010 permits a supplier to recommend a resale price (recommended retail price or RRP) provided the reseller is genuinely free to sell below the RRP. A supplier may also impose a maximum resale price cap without infringing the Act — requiring that the reseller not sell above a specified ceiling price. The Reseller Agreement should be carefully drafted to recommend rather than fix or impose minimum resale prices. A minimum advertised price (MAP) policy that restricts advertising below a price threshold but does not restrict the actual sale price is a grey area that should be reviewed for Competition Act compliance.
A reseller in Malaysia is appointed as an authorised channel to sell the principal's products, and is granted a limited, non-exclusive licence to use the principal's trademarks, logos, and product descriptions for marketing and sales purposes within the territory. The Reseller Agreement should make clear that: (a) the reseller's trademark licence is strictly limited to the purpose of selling the approved products within the approved territory during the term of the agreement; (b) the reseller must follow the principal's brand guidelines and obtain approval for marketing materials before use; (c) the reseller must not modify, alter, or create derivative works from the principal's trademarks or product packaging; (d) the reseller must not register or attempt to register domain names, social media handles, or trademarks that incorporate the principal's brand names; and (e) on termination, the reseller must immediately cease all use of the principal's trademarks and remove all references to its authorised reseller status. The Trademarks Act 2019 (Act 815) protects registered trademarks in Malaysia, and unauthorised use by a reseller after termination constitutes trademark infringement.
Minimum sales targets in Malaysian Reseller Agreements vary considerably by industry, territory, and the level of exclusivity granted. For technology and software resellers, minimum annual recurring revenue (ARR) targets are common — typically set at a level that justifies the investment in reseller certifications, marketing, and dedicated sales resources. For consumer goods resellers appointed for a specific region, minimum purchase quantities (units or RM value) per quarter are typical. For exclusive territory appointments, minimum targets are typically set at a higher level to justify the exclusivity — the principal foregoes revenue from other resellers in the territory in exchange for the reseller's commitment to develop the market. Reseller Agreements typically include a ramp period (e.g. 6 months) before minimum targets begin to apply — recognising that new reseller relationships require time to generate pipeline and close sales. Failure to meet the minimum targets may result in: (a) loss of exclusivity (the territory becomes non-exclusive); (b) tier downgrade (Gold to Silver); or (c) termination of the agreement on notice.
For most product categories, a Malaysian reseller is not required to hold a specific government licence — registration of the reseller's business as a Sdn. Bhd. or enterprise with SSM under the Companies Act 2016 or the Registration of Businesses Act 1956 is sufficient. However, for regulated product categories, specific licences or registrations are required. Pharmaceutical product resellers must be licensed by the Ministry of Health under the Sale of Drugs Act 1952. Poisons and prescription drug resellers require a Poison Licence under the Poison Act 1952. Firearms and explosives resellers require Ministry of Home Affairs approval. Financial products resellers (unit trust consultants, financial advisers) must be licensed by the Securities Commission Malaysia under the Capital Markets and Services Act 2007. For imported goods, the reseller or its principal may need to be registered as an importer with the Royal Malaysian Customs Department (RMCD) and comply with import licensing requirements under the Customs Act 1967. The Reseller Agreement should contain a warranty from the Reseller that it holds all licences and registrations required to resell the products in the territory.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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